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MUNICIPAL LEASE-PURCHASE AGREEMENT – PAGE 5 <br />(b) If Lessor either (i) receives notice, in any form, from the Internal Revenue Service; or (ii) reasonably <br />determines, based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval Lessee shall <br />not unreasonably withhold; that Lessor may not exclude any interest paid hereunder from Federal gross income because Lessee <br />breached a covenant contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies Lessee of such <br />determination, an amount which, with respect to rental payments previously paid and taking into account all penalties, fines, interest <br />and additions to tax (including all federal, state and local taxes imposed on the interest component of all Lease Payments due <br />through the date of such event), will restore to Lessor its after-tax yield (assuming tax at the highest marginal tax rate and taking <br />into account the time of receipt of payments and reinvestment at the after-tax yield rate) on the transaction evidenced by this <br />Agreement through the date of such payment. Additionally, Lessee agrees that upon the occurrence of such an event, it shall pay as <br />additional rent to Lessor on each succeeding Lease Payment due date such amount as will maintain such after-tax yield to Lessor. <br />(c) Time is of the essence. No covenant or obligations hereunder to be performed by Lessee may be waived <br />except by the written consent of Lessor, and a waiver of any such covenant or obligation or a forbearance to invoke any remedy on <br />any occasion shall not constitute or be treated as a waiver of such covenant or obligation as to any other occasion and shall not <br />preclude Lessor from invoking such remedy at any later time prior to Lessee's cure of the condition giving rise to such remedy. <br />Lessor's rights hereunder are cumulative and not alternative. <br />(d) This Agreement shall be construed in accordance with, and governed by, the laws of the State in which the <br />Property is located. <br />(e) This Agreement constitutes the entire agreement between the parties and shall not be modified, waived, <br />discharged, terminated, amended, altered or changed in any respect except by a written document signed by both Lessor and <br />Lessee. <br />(f) Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be ineffective to <br />the extent of such prohibition or unenforceability without, to the extent reasonably possible, invalidating the remainder of this <br />Agreement. <br />(g) The Lessor hereunder shall have the right at any time or times, by notice to Lessee, to designate or appoint <br />any person or entity to act as agent or trustee for Lessor for any purposes hereunder. <br />(h) All transportation charges shall be borne by Lessee. Lessee will immediately notify Lessor of any change <br />occurring in or to the Property, of a change in Lessee's address, or in any fact or circumstance warranted or represented by Lessee <br />to Lessor, or if any Event of Default occurs. <br />(i) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and include <br />the masculine or feminine gender whenever and wherever appropriate. <br />(j) The captions set forth herein are for convenience of reference only and shall not define or limit any of the <br />terms or provisions hereof. <br />(k) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the <br />Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, where permitted <br />by this Agreement. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />[Signature Page follows] <br /> <br />